“A Correction” Explained by Editor

Review and Herald Publishing Association · Takoma Park Station, Washington, D. C. · Dec 10, 1908

“A Correction” Explained

By Editor

A FEW weeks ago there was printed on the last page of this paper a paragraph which appeared in The Missionary Review of the World, and which we here republish:—

The Battle Creek Sanitarium, with which this college [the American Medical Missionary College] under Dr. George D. Dowkontt is connected, has severed its connection with the Seventh-day Adventists, and Dr. Kellogg is no longer a member of that body. Last year four students were graduated, but already this year the college has begun with forty students, including Presbyterians, Methodists, Baptists, Congregationalists, Episcopalians, and others.

The publication of this item of news caused some inquiries as to what action had been taken to bring about the change spoken of, and led the medical superintendent of the Battle Creek Sanitarium to prepare what was termed “A Correction.” From this article we quote:—

1. No action whatever has been taken by the sanitarium or others referred to. No such action is necessary. The Battle Creek Sanitarium always has been a private corporation, unsectarian and undenominational. . . . The management of the Battle Creek Sanitarium remains the same as it has been during many years past, and there has been no change either in its methods, its principles, or its policies. There have been many misrepresentations and misunderstandings in relation to this institution and its work, especially as regards its denominational connection. The institution has never been under the control of any sectarian board, committee, or body. It has always been managed by a board of trustees or directors, who are annually elected by the members. The membership consists of those who have contributed one hundred dollars or more to the funds of the institution, and have signed the Articles of Incorporation, and the assignees of the stockholders of the original stock company, for which the original institution was founded.

2. The American Medical Missionary College remains under the same management under which it has been conducted since its opening.

In view of these assertions, it seems advisable to make a brief statement of some facts bearing upon this whole question.

In the month of May, 1861, there was organized in the city of Battle Creek, Mich., a publishing association, a stock company, with shares of the value of ten dollars each. The original incorporators were James White, John N. Loughborough, Uriah Smith, John P. Kellogg, Cyrenius Smith, George W. Amadon, and William Hall. The stockholders of this corporation were the absolute owners of the property, and in the meetings of the stockholders each one was entitled to as many votes as he held shares of stock. The affairs of this corporation were managed by a board of trustees, elected annually by the stockholders.

In the year 1867 there was also organized in Battle Creek a corporation with the name Health Reform Institute. This was also a stock corporation, with shares of the value of twenty-five dollars each. The names of the incorporators were John P. Kellogg, Calvin Green, Jotham M. Aldrich, Albert Kellogg, Horatio S. Lay, John F. Byington, Uriah Smith, Orin B. Jones, Noah N. Lunt, and John N. Loughborough. The stockholders of this organization were the absolute owners of this property, and in the meetings of the association each stockholder had as many votes as he held shares of the stock. The affairs of this corporation were managed by a board of trustees, elected annually by the stockholders.

In the year 1874 there was also organized in Battle Creek an educational

society. This was also a stock corporation, with shares of the value of ten dollars each. The incorporators were George I. Butler, Harmon Lindsay, Ira Abbey, Uriah Smith, E. B. Gaskill, Orin B. Jones, and Horatio Lindsay. The ownership of the property of this association was absolutely vested in the stockholders, and in the meetings of the organization each stockholder was entitled to as many votes as he held shares of stock. The affairs of this corporation were managed by a board of trustees, elected annually by the stockholders.

It will thus be seen that these three corporations were organized upon practically the same basis. They were all three stock corporations. In each case, the stockholders were the absolute owners of the property. Each institution was always “managed by a board of trustees or directors,” elected annually by the stockholders. In neither case was there any legal tie between the corporation and any denomination or religious body. An examination of the list of the incorporators of each institution, however, will show that the men named were all well-known Seventh-day Adventists, and that the names of the same persons are found in different lists of incorporators, and in at least one case the same name appears in all three lists.

These institutions were brought into existence in order that three great lines of work in connection with this advent movement might be carried on to better advantage; namely, the publishing work, the health work, and the educational work. This was well understood throughout the denomination, and in course of time these institutions came to be looked upon by the members of the denomination as an integral part of the denominational work. They took stock in these several corporations simply for the purpose of advancing the interests which they represented, and each one was looked upon as a legally organized agency for the purpose of disseminating the principles and truths which formed the denominational platform.

When the management of either of these institutions adopted policies and pursued methods which were out of harmony with the purpose for which it was established, and which tended to separate it in any way from the specific work of the denomination, messages of reproof were given through the spirit of prophecy, designed to point out the wrong course, and to direct the management in harmony with the spirit and work of the denomination. The propriety of giving such instruction to the board of managers of each of these institutions was not questioned, although each one was in law “a private corporation,” and there was at least an outward profession of receiving, and acting upon them.

This in itself is a clear indication of the fact that although each one of these institutions was in a legal sense “a private corporation,” yet the trustees recognized such a relation to this denomination and its work as made it consistent that they should manage the institutions in harmony with, and in the general interests of, the whole body.

Further proof of the acknowledgment of such a relation in the case of two of the three institutions is shown by the fact that in harmony with instruction through the spirit of prophecy, and with the advice of the representatives of the denomination, the stockholders of the Battle Creek College released their claims upon their property, and permitted its transfer to another corporation. In the same way, and for the same reason, the stockholders of the publishing association relinquished their claims, permitted the property to pass into the hands of another corporation, and consented to the removal of the whole publishing work to another location.

About six years ago, when differences in religious belief and disagreement as to organization and methods of management arose between the representatives of the general body and the leaders in the medical work, the managers of the health institution apparently disregarded the messages of reproof and instruction which were sent to them, and adopted a policy which placed them out of harmony with the general body. The differences became greater, and the separation wider, until some of the former leaders in the medical work were disfellowshipped by the local church to which they belonged. No changes, however, were made in the articles of association or by-laws of the Battle Creek Sanitarium on account of this action, and none were necessary. It was legally possible for the managers of either of these three institutions to adopt a line of policy entirely out of harmony with the interests of the denomination, as they were all three, in the eyes of the law, private corporations, under the complete control of the stockholders and their trustees. The only tie that held them to the denomination was the personal loyalty of the owners and directors to the work of the denomination, and their desire to carry out the plans of the original incorporators and supporters of the institution. When this tie was broken, there would be no need of any change in the legal organization to enable the management to conduct it upon a new basis.

It is therefore technically true that “the Battle Creek Sanitarium always has been a private corporation.” The same is also true concerning the other institutions, but their managers recognized the spirit and intent of those who organized the work, and were loyal to them. When some of them found themselves out of harmony with the denominational belief and the denominational work, they did not attempt to control these corporations, or to make them serve their private ends.

The editor of the REVIEW was a member of the board of trustees of the International Medical Missionary and Benevolent Association (a corporation since defunct), of which the present medical superintendent of the Battle Creek Sanitarium was the chairman and the controlling spirit, when the first action was taken looking toward establishing a medical college, and he well knows, as does every other one connected with the movement, that the original purpose was to establish an institution in which Seventh-day Adventist young people should be trained as workers in connection with the Seventh-day Adventist denomination. At the same time, however, the organization was so managed that no change in the articles of incorporation was necessary when the whole policy was changed, and the college became an institution for the training of workers of all denominations, who will be expected in their work to oppose the teachings of Seventh-day Adventists.

It will be of interest to our people in this connection to learn that the corporations formed at Washington, D. C., since the transfer of the denominational headquarters from Battle Creek, are organized upon an entirely different basis. Learning wisdom from some experiences in Battle Creek, those who had charge of the work here avoided all possibility of having these new institutions diverted from their legitimate work by their being private corporations, and they were therefore organized with a strictly denominational constituency. There are no stockholders, and no individual has any property rights in any of these institutions. There is no voting by proxy, and therefore no possibility of accumulating votes in order to control the management, and all the institutions are bound to the denomination by definite legal ties. This plan of organization will forbid the repetition of some unpleasant experiences of the past.

It will be a natural and plausible reply to the facts set forth in this article to say that the large majority of the members of the present constituency of the Battle Creek Sanitarium are Seventh-day Adventists, and that if the present management of the institution is out of harmony with their purposes, it is in their power to elect a board of trustees who will carry out their wishes.

It is therefore proper to state further that the present medical superintendent of the Battle Creek Sanitarium has declared in substance in a public

meeting, in the hearing of the editor of the REVIEW, that he could at any time take absolute control of the sanitarium, without making any change in the present articles of incorporation; and, further, it is well known that the present management of the institution has created such a situation that the members of the denomination have no desire to assert their control, and assume the present obligations and responsibility of management. Now that the institution is practically, as well as legally, “a private corporation,” and conducted apart from the denomination, there is no desire to interfere with its control, the only purpose being to prevent the young people of this denomination from being influenced by it in such a way that they will either become indifferent to the specific work of this denomination or will be in active opposition to it.

We believe that this statement of facts will throw some light upon the real situation, and will enable all those who are interested in the matter to understand clearly to what extent “A Correction” is a correct representation of the facts, and how it tells only one-half the truth, and is therefore misleading.